ARTICLE I

NAME OF CORPORATION

The name of the Corporation shall be Sonoma County Alano Club, Inc. (hereinafter referred to as “the Club”).

ARTICLE II

PURPOSE

SECTION 1. Primary Purpose. The specific and primary purpose for which the Club is formed is to carry on as a non-profit corporation, activities auxiliary to and supplemental to the movement of Alcoholics Anonymous and to stimulate and further such movement by aiding and assisting persons to recover from their alcoholic problem; and, as a part of such activities, to furnish, provide, and maintain physical facilities for educational and recreational uses.

SECTION 2. General Purpose. The Club is formed for the following general purposes:

(a) To have and exercise all the powers conferred by the Nonprofit Public Benefit Corporation Law of the State of California as now in effect, or as may at any time hereafter, be amended.

(b) To act as principal, agent, joint venturer, partner, or in any other capacity which may be authorized or approved by the Officers of the Club.

(c) To transact business in the State of California, or in any other jurisdiction of the United States of America, or elsewhere in the world.

(d) To engage in any one or more businesses or transactions which the Officers of this Club may, from time to time, authorize or empower, whether related or unrelated to the business described in Article II, Section 1 of these Bylaws, or to any other business then or thereafter conducted by this Club not otherwise prohibited by the Nonprofit Public Benefit Corporation Law of the State of California.

SECTION 3. Enumeration Not a Limitation. The foregoing paragraphs defining the purposes for which the Club is formed shall be construed both as objects and powers and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the Club not otherwise prohibited by the Nonprofit Public Benefit Corporation Law of the State of California.
 
 
 

OFFICERS

SECTION 1. Number and Qualifications. The number of Officers of the Club shall be seven (7). The Officers of the Club shall comprise the Club’s board of directors and shall each be deemed directors for all purposes under the Nonprofit Public Benefit Corporation Law of the State of California. No member shall be eligible for election as an Officer of the Club until he or she has acquired three hundred sixty five (365) successive days of sobriety and has been a member in good standing of the Club for a period of one hundred eighty (180) days immediately prior to the election. There shall at no time be more than two (2) Non-Alcoholics serving as Officers. At no time shall spouses serve as Officers simultaneously.

SECTION 2. Title of Officers. The Officers of the Club shall consist of a President, a Vice-President, a Secretary, a Vice Secretary, a Treasurer, a Vice Treasurer and an Officer-at-Large. No one (1) person shall hold more than one (1) elective office at the same time.

SECTION 3. Duties of Officers.

(a) The President shall serve as Chairman and preside at all regular and special meetings.

(b) The Vice Present shall serve in the place of the President only upon absence of the President.

(c) The Secretary shall have the duties as such: to act as Secretary and keep minutes of all meetings. The records of the Secretary shall be kept in the Office of the Club or the custody of the Secretary.

(d) The Vice Secretary shall serve in the place of the Secretary only upon the absence of the Secretary.

(e) The Treasurer shall have charge and custody of and be responsible for all funds and properties of the Club; shall cause the collection of membership dues; shall cause the disbursal of any Club funds, which funds shall be paid out only on checks of the Club and signed by the Treasurer or any other person the President shall designate; and, in general, perform all duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned by the President. The Treasurer will submit a financial report at the regular monthly Officer meetings.

(f) The Vice Treasurer shall serve in the place of the Treasurer only upon the absence of the Treasurer.

(g) The Officer-at-Large will act as liaison and information officer. Any questions, suggestions, or grievances by the members will be brought to the attention of the Officers through the Officer-at-Large.
 
 
 

(a) Officers shall be elected by majority vote of the membership.

(b) Unless they resign, become disqualified, or are removed, Officers shall serve a term of twelve (12) consecutive months. No Officer shall serve more than two (2) consecutive terms in the same office, with the exception of the Treasurer, who may serve more than two consecutive terms if re-elected. The terms shall begin immediately upon election and end upon election of a successor.

SECTION 5. Removal and Resignation.

(a) Any Officer, who is guilty of malfeasance in Office, or who does not satisfy the requirements of Article III, Section 1 of these Bylaws, or whose conduct is unbecoming of a member of the Club as determined by a majority vote of the other Officers, shall be removed from Office by a majority vote of the Officers. A successor shall be elected by a majority of the members. Such successor shall remain in office for the balance of the unexpired term.

(b) Any resignation of an Officer submitted to the membership shall directly and forthwith be accepted. A successor shall be elected by a majority of the members. Such successor shall remain in office for the balance of the unexpired term.

SECTION 6. Vacancies.

(a) In the event of death, resignation, disqualification or removal of any Officer of the Club, the resulting vacancy in such office shall be filled in the manner provided in Article III, Section 5 of these By-Laws.

(b) The absence (except for illness or other unavoidable cause) of any Officer or member of any committee for two (2) consecutive regular meetings of the Club or such committee, as the case may be, shall result in the office held by such Officer or committee member being declared vacant, and the vacancy being filled in the manner provided in Article III, Section 5 of these Bylaws.

SECTION 7. Powers of the Officers.

(a) The Officers shall manage and control the operations of the Club, its funds and its property, and shall authorize any and all expenditures, contracts, and agreements; provided, however, that the Officers shall not make or authorize any expenditures, contracts or agreements pursuant to which the Club would or may become obligated, conditionally, or otherwise, in any sum greater than two hundred dollars ($200) without the consent or approval of a majority of the membership. Payment of any expenditures shall be made by check signed by any two (2) of the four (4) signatures authorized by the Officers.
 
 

(b) The Officers shall have the power to appoint and discharge any committee as it may deem advisable, in addition to those herein required to be appointed, and shall supervise the activities of all committees, including reviewing the decisions thereof and appeals there from.

(c) The Officers shall have the power to employ and discharge any and all employees whenever the occasion therefore shall arise and shall prescribe their duties and fix their compensation.

(d) The Officers may delegate investigative and advisory powers to any committee and may assign powers requiring action after majority decision by the Officers.

(e) The Officers shall designate the depository of the Club’s funds, and may, by resolution, make such provisions for special building, contingency, and other funds as may, from time to time, appear necessary or advisable. All expenditures from special fund~ shall be subject to the limitations prescribed in Article III, Section 7 (a) of these Bylaws.

(f) The Officers may, from time to time and subject to these Bylaws, propose, enact and amend Club Rules.

(g) These powers of the elected Officers will be enforced only after majority vote of the Officers at a regular or special meeting. Temporary action may be taken without vote in an emergency, but must be brought before an emergency meeting of the Officers for any permanent decision. Such an emergency meeting must be held within twenty-four (24) hours of any emergency action taken, and is the only exception to the notice provisions set forth in Article VI, Section 2 of these Bylaws. The members shall be apprised of such emergency decisions at the next regular or special meeting.

SECTION 8. Officers Decisions Appealable.

The decisions of the Officers in all Club matters shall be final, subject only to an appeal to the membership of the Club. Appeal may be taken from any decision of the Officers by a member of the Club, and on such appeal, the decision appealed shall be reversed only by two-thirds (2/3) vote of the members present at a regular or special business meeting called for that purpose. No such appeal may be taken more than sixty (60) days after the Officers have rendered the decision in question.

ARTICLE IV

MEMBERSHIP

SECTION 1. Membership Committee. The Membership Committee shall be appointed by the President. This committee shall consist of three (3) members.
 
 
 
 
 

(a) Any person who is a member in good standing of Alcoholics Anonymous ~may present to the Membership Committee his application for membership in the Club. Said application shall be considered by the Membership Committee and, if the Committee determines that the applicant has maintained continuous sobriety for the thirty (30) day period immediately preceding the presentation of his application and at all times thereafter, and has attended meetings of Alcoholics Anonymous at least once a week for at least three (3) weeks during said thirty (30) day period, such application shall be accepted and the applicant shall be advised thereof.

(b) Any non-alcoholic who is a spouse of an alcoholic or a close relation of any Alcoholics Anonymous member shall be eligible for membership in the Club.

SECTION 3. Membership Dues.

(a) Each member of the Club shall pay monthly dues payable in advance on or before the first day of each month. No life membership in the Club, whether or not contingent upon payment of dues, shall be given or awarded to any person, except by resolution adopted at a regular business meeting of the membership of the Club by a two-thirds (2/3) vote of the members present.

(b) The amount of dues is to be determined and/or changed by resolution at a regular or special business meeting and, at that time, the amount for a single member and married couples will be determined.

(c) A member shall be considered as delinquent in the payment of dues if said dues are not paid within thirty (30) days after the first of the month. Such member shall be notified of the delinquency by mail sent to the last known address. If the delinquent dues are not paid within sixty (60) days after the mailing of the notice, the delinquent member shall automatically lose all membership rights and privileges.

SECTION 4. Waiver of Dues. The Membership Committee of the Club shall have the sole power to waive payment of dues for any Club member, and for such reasons as a serious financial condition or illness. All such information shall remain confidential so far as possible.

SECTION 5. Loss of Membership.

(a) Any member of the Club who enters or is within or adjacent to the Club premises while under the influence of alcohol, narcotics, or barbiturates, or who practices panhandling within or adjacent to the Club premises, or who is guilty of conduct unbecoming to a member, or violates any terms of the Club Rules or these Bylaws, shall be subject to suspension from membership in this Club. Prior to any suspension, the member shall be given no less than fifteen days’ prior notice of the suspension and provided with an opportunity to be heard by the Club not less than
 
 

Five days prior to the effective date of the suspension in accordance with Section III, Article 8 of these Bylaws. Pending the foregoing notice and opportunity to be heard, the Club may temporarily suspend a member’s right to use the Club facilities if, in the reasonable discretion of the Officers, it is deemed that the member’s presence at the Club facilities would be detrimental to the Club and its members. Upon such suspension, such members shall have all privileges of membership revoked.

(b) The extensive or extended us of drugs, narcotics, or sedatives shall be construed as a violation of sobriety and shall be considered synonymous with the use of alcohol in all Bylaws and Rules of the Club.

SECTION 6. Reinstatement.

(a) Any member suspended under Article IV, Section 5 of these Bylaws may apply to the Membership Committee for reinstatement.

(b) Compliance with Article IV, Section 5 of these Bylaws is required for reinstatement. Reinstatement is hereby left to the sole discretion of the Membership Committee.

SECTION 7. Guests. Guest privileges are hereby left to the sole discretion of the Membership Committee.

ARTICLE V

COMMITTEES

The Officers shall appoint such committees as, in its discretion, may be considered necessary or convenient for carrying out the purposes of the Club. All committee members appointed shall be members of the Club and shall serve at the pleasure of the Officers.

ARTICLE VI

MEETINGS

SECTION 1. Meetings of the Membership.

(a) The regular Annual meeting of the membership of the Club shall be held on the second (2nd) Monday in January of each year at the Club premises, or at such other location as the Officers may direct. Written notice of the regular Annual meeting shall be mailed to all members not less than 20 nor more than 90 days prior to the date of the meeting and shall state the place, date and time of the meeting and those matters which the Officers intends to present for action by the members.

(b) Special meetings of the membership may be called at any time by the President or by written petition signed by not less than five percent (5%) of the members. Written
 
 

Notices of such special meetings shall be mailed not less than 20 nor more than 90 days prior to the date of the meeting and shall state the place, date and time of the meeting and the general nature of the business to be transacted.

(c) At all regular or special meetings of the membership ten percent (10%) of the membership shall constitute a quorum; provided, however, that if the membership present at any meeting is less than one-third (1/3) of the voting power, then the only matters that can be voted upon are matters notice of the general nature of which was given at the time notice of the meeting was given to the members.

SECTION 2. Meetings of the Officers.

(a) Regular meetings of the Officers shall be held on the first (1st) Monday of each month at 8:30 p.m. at the Club premises, or at such other location as the President may, by written notice to all Officers mailed at least eight (8) days prior to the date of such meeting, direct. Except for such written notice, notice of the regular meeting of the Officers is hereby waived.

(b) Special meetings of the Officers may be called at any time, by the President. Written or telephone notice of such special meetings shall be given at least eight (8) days prior to the date for which the meeting is called. Notice and purpose of such special meetings shall be posted on the Club bulletin board at least eight (8) days prior to the date for which the meeting is called, with the exception of an emergency as stated in Article III, Section 7 of these Bylaws.

(f) At all regular and special meetings of the Officers, four (4) members of the Officers shall constitute a quorum.

(g) All regular and special meetings of the Officers for the purpose of conducting Club business shall be open to the membership. Participation of the membership will be at the discretion of the presiding Officer.

ARTICLE VII

METHOD OF VOTING

SECTION 1. Method. Each member shall be entitled to one vote on each matter submitted to a vote of the members. Voting by proxy shall not be permitted. The business of the Club shall be transacted by voice vote, except elections of Officers or appeal cases involving charges or
· Discipline, and on any other matter whereby the membership shall request a secret ballot. In the event three (3) or more candidates for Officers are to be elected by secret ballot, the member, or members, as the case may be, receiving the highest number of votes on the first ballot shall be declared elected. Run-off voting shall be eliminated except in the case of a tie vote.
 
 

SECTION 2. Qualifications. To qualify to vote at membership meetings, a member must be a member in good standing in this Club.

ARTICLE VIII

RULES OF ORDER

The rules of order contained in Roberts Rules of Order shall govern procedures of meetings in all cases in which they are applicable and consistent with the rules of order of the Club.

ARTICLE IX

AVOIDANCE OF CONTROVERSIAL ISSUES

SECTION 1. Politics. The Club shall not endorse or recommend any candidate for public office or any political issue, and shall not discuss at any meeting the merits or demerits of any such candidate or political issue.

SECTION 2. Religion. The Club shall not endorse or recommend any form of religion and shall not discuss at any meeting the merits or demerits of any form of religion.

SECTION 3. Non-Solicitation. The Club shall not endorse or permit the solicitation on the Club premises of funds for charitable or other purposes, including raffles, lotteries, drawings, or sale of tickets, for any purpose not directly connected with and beneficial to the Club or the Fellowship of Alcoholics Anonymous.

ARTICLE X

AMENDMENTS

These Bylaws may be amended at any membership meeting, either regular or special, by two-thirds (2/3) vote of all of the members present, provided any such proposed amendment has been endorsed by the Officers or at least two-thirds (2/3) of the voting members of the Club, and provided that notice of any such proposed amendment shall have been included with the notice of the membership meeting at which such vote takes place. All amendments to these Bylaws are subject to the Articles of Incorporation.
 
 
 

SONOMA COUNTY ALANO CLUB, INC.